Each one in plain English, with the numbers worked through for a shareholder.
6 June 2007capital raising announcement● Neutral
The filing reports that on April 10, 2007 the board approved stock options for 223,000 shares to employees (exercise price $1.18, vesting over three years) and 25,000 shares to a consultant (exercise price $1.64, vesting in two halves in August 2007 and February 2008), under the 2006 Stock Incentive Plan. On May 31, 2007 the board also adopted a new Code of Business Conduct and Ethics replacing the July 2005 code, with no waivers. Small option grants and a routine governance update.
This amendment adds the financial statements and pro forma figures for the three Powder River Basin field purchases (Cole Creek South and South Glenrock B bought December 22, 2006 for $46,670,000 plus $445,437 closing costs; Big Muddy bought January 4, 2007 for $25,000,000 plus about $600,000 closing costs). The Nielson fields' statements show oil revenues of $3,549,889 against direct operating expenses of $3,045,263 for the nine months to September 30, 2006, and Big Muddy sales of $537,879 for the same period. It is filed only to supply required statements and adds no new transaction; the text shown is truncated.
Passport Global Master Fund SPC Ltd for and on behalf of Portfolio A - Global St, Passport Holdings, LLC, Passport Management, LLC, Passport Capital, LLC, John Burbank disclosed a new substantial T-REX OIL, INC. shareholding (7.83% of votes).
25 Jan 2007capital raising announcement● NeutralMajor
Between January 19 and 24, 2007, Rancher closed more of its December 2006 private placement: 2,586,189 shares, notes convertible into 3,405,474 shares and warrants for 5,991,663 shares, for $8,987,500 gross, with $704,125 in agent fees. The offering's maximum was raised to $79,500,000 and its end date extended to no later than February 19, 2007. A January 22 press release called the raise oversubscribed at about $76 million. The filing says proceeds go mainly to working capital, unlike the earlier closings aimed at the field purchases. This continues the financing thread and means further dilution for existing shareholders.
8 Jan 2007asset acquisition disposition▲ GoodMajor
On January 4, 2007 Rancher closed the Big Muddy purchase from Wyoming Mineral Exploration for $25,000,000, getting about 8,500 acres. This resolves the thread of whether the deal would close on the extended date. It also closed an additional private placement of 2,666,666 shares, convertible notes for 3,590,853 shares and warrants for 6,257,519 shares, with $9,386,280.50 gross and $664,539.64 in agent fees. Proceeds went mainly to the Powder River Basin purchase, which completes the three-field acquisition and adds further dilution.
27 Dec 2006asset acquisition disposition▲ GoodMajor
On December 22, 2006 Rancher closed its purchase from Nielson & Associates for $46,670,000: 100% of Cole Creek South (about 2,080 acres) and 93.73% of South Glenrock B (about 7,070 acres), both in Wyoming's Powder River Basin. Closing was delayed from the original date; Rancher paid a $250,000 extension fee and agreed to a 250,000-share warrant at $1.50, and a $3,000,000 later payment became $1,750,000 at closing. These are the first two of the three field purchases, and they give the company current gross production of about 210 and 80 barrels a day per the press release.
27 Dec 2006capital raising announcement● NeutralMajor
On December 21, 2006 Rancher sold 40,694,335 shares with matching five-year warrants in a private placement for $61,041,502 gross, with agent fees of $4,654,661.89. Proceeds are mainly for buying Powder River Basin oil fields. The warrants only become exercisable after shareholders approve more authorized shares, and Rancher must pay the investors if approval is not obtained. It must also file a resale registration within 75 days. This is a large dilution of existing shares and the financing the earlier filings said was needed.
What it means for a shareholder
40.7m new shares at about $1.50 to raise about $61.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On December 15, 2006 Rancher signed a CO2 supply contract with Anadarko Petroleum for use in the Big Muddy, Cole Creek South and South Glenrock B fields in Wyoming's Powder River Basin. Anadarko must deliver 146 Bcf over up to ten years starting by January 1, 2008, at 25 to 40 MMcf a day, priced from $1.50 per Mcf in the first quarter and indexed to oil. Rancher agreed to a take-or-pay provision and an overriding royalty to Anadarko capped at 5%, so it carries purchase commitments, and Anadarko can serve its own needs first.
18 Dec 2006capital raising announcement● NeutralMajor
Rancher is lining up holders of its roughly 19 million earlier unit shares and warrants, plus its option holders, to hold off exercising until authorized shares rise from 100,000,000 to 225,000,000. As of December 17, holders of 7,696,905 shares had signed. In return the unit warrants stay exercisable for two years at $0.75, registration rights are reset, and the bylaws were amended, including opting out of Nevada's control share anti-takeover statutes. The filing does not say why the increase is needed, but it ties to the company's need for more financing (stated in the filing).
Rancher amended its August 10, 2006 purchase agreement with Wyoming Mineral Exploration, LLC. It will pay a $250,000 extension fee, closing moves from November 30, 2006 to January 4, 2007, and the $2,500,000 deposit is now nonrefundable (still credited to the price). Rancher also gave up its right to raise further title defect notices and waived certain closing conditions, so it is more committed to completing the deal.
This amendment replaces the September 29 report on the 13,294,405 units sold between July 31 and September 18, 2006. It adds an August 25, 2006 finder's fee deal with Falcon Capital (Panama) to raise up to $2,000,000, paid at 5% cash and 5% stock. Falcon was paid $152,150 and issued 304,300 shares.
Rancher signed a 63-month lease for 5,869 square feet at 999 18th Street, Suite 1740, Denver, as its new principal executive office. Base rent is about $9,500 a month for most of 2007, rising to $11,000 in the final 15 months, plus a share of taxes and building expenses.
Rancher hired John Dobitz, formerly of Kinder Morgan CO2, as Senior Vice President, Engineering, starting October 16, 2006, at a $185,000 salary and $50,000 year-end bonus. The board also adopted a 2006 Stock Incentive Plan reserving 10,000,000 shares, with options on 825,000 shares granted to officers and employees and a 1,500,000-share option for Dobitz once approved. The plan still needs shareholder approval, and these options would dilute shareholders if exercised.
Rancher reported that since July 31, 2006 it sold 13,294,405 more units at $0.50 each, with sales dated between July 31 and September 18, 2006, all to non-U.S. investors. Each unit is a share plus a warrant at $0.75 in year one and $1.00 in year two. This is a much larger share issuance than the earlier small sales, and the warrants could add more.
This amends the July 31 auditor-change filing. The substance is unchanged (Williams & Webster dismissed July 31, Hein & Associates appointed from August 1, no disagreements), but it corrects the going-concern paragraph to cover the years ended March 31, 2005 and 2006 rather than 2004 and 2005.
Rancher reported selling 250,000 more units at $0.50 each to one non-U.S. investor, on the same share-plus-warrant terms. The filing text gives July 20, 2006 as the sale date.
Rancher's board replaced its auditor Williams & Webster P.S. with Hein & Associates, LLP, effective August 1, 2006, saying the aim was to consolidate accounting and auditing in Denver. The filing reports no disagreements with the old auditor, but its earlier reports carried a going-concern uncertainty paragraph.
